UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Kaspien Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
485837108
(CUSIP Number)
March 2, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box ☐.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Act”), or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
|
1 |
NAME OF REPORTING PERSON
Neil S. Subin
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF-AF-OO
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1,612,932(1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
300,084(2)
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932 (1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(3)
|
|
|
14 |
TYPE OF REPORTING PERSON
IN**
|
|
|
(1) |
Represents the aggregate number of shares
beneficially owned by the parties to the voting agreement described
in Item 6 herein, including 325,126 shares of common stock
(“common stock”) of Kaspien Holdings Inc. (the
“Issuer”) issuable upon exercise of warrants. Mr. Subin
disclaims beneficial ownership of any shares other than to the
extent he may have a pecuniary interest therein. |
|
(2) |
Represents (i) 1,750 shares of common stock owned
by AMIL Of Ohio, LLC; (ii) 300 shares of common stock owned by
Catherine C. Miller Irrevocable Trust DTD 3/26/91; (iii) 200 shares
of common stock owned by Catherine C. Miller Trust A-2; (iv) 5,639
shares of common stock owned by Catherine C. Miller Trust A-3; (v)
22,448 shares of common stock owned by Catherine Miller Trust C;
(vi) 300 shares of common stock owned by Kimberley S. Miller GST
Trust DTD 12/17/1992; (vii) 26,105 shares of common stock owned by
LIMFAM LLC; (viii) 1,359 shares of common stock owned by Lloyd I.
Miller Trust A-1; (ix) 25,686 shares of common stock owned by Susan
F. Miller Spousal Trust A-4; (x) 25,685 of common stock owned by
Miller Family Education and Medical Trust (xi) 300 shares of common
stock owned by Lloyd I. Miller, III Irrevocable Trust DTD 12/31/91;
(xii) 59,490 shares of common stock owned by Lloyd I. Miller, III
Revocable Trust DTD 01/07/97; (xiii) 3,128 shares of common stock
owned by MILFAM I L.P.; (xiv) 123,619 shares of common stock owned
by MILFAM II L.P.; (xv) 2,274 shares of common stock owned by
MILFAM III LLC; and (xvi) 1,801 shares of common stock owned by
Susan F. Miller. Mr. Subin is the President and Manager of MILFAM
LLC, which serves as manager, general partner, or investment
advisor of a number of the foregoing entities formerly managed or
advised by the late Lloyd I. Miller, III, and he also serves as
trustee of a number of a number of the foregoing trusts for the
benefit of the family of the late Mr. Lloyd I. Miller, III,
consequently, he may be deemed the beneficial owner of the shares
specified in clauses (i) through (xvi) of the preceding sentence.
Mr. Subin disclaims beneficial ownership of any shares other than
to the extent he may have a pecuniary interest therein. |
|
(3) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
|
** |
See
Item 2 and Item 5. |
|
1 |
NAME OF REPORTING PERSON
MILFAM LLC
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF-AF-OO
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1,612,932 (1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
237,893(2)
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932 (1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(3)
|
|
|
14 |
TYPE OF REPORTING PERSON
OO
|
|
|
(1) |
Represents the aggregate number of shares
beneficially owned by the parties to the voting agreement described
in Item 6 herein, including 325,126 shares of common stock of the
Issuer issuable upon exercise of warrants. MILFAM LLC
disclaims beneficial ownership of any shares other than to the
extent he may have a pecuniary interest therein. |
|
(2) |
Represents (i) 1,750 shares of common stock owned
by AMIL Of Ohio, LLC; (ii) 200 shares of common stock owned by
Catherine C. Miller Trust A-2; (iii) 5,639 shares of common stock
owned by Catherine C. Miller Trust A-3; (iv) 22,448 shares of
common stock owned by Catherine Miller Trust C; (v) 26,105 shares
of common stock owned by LIMFAM LLC; (vi) 1,359 shares of common
stock owned by Lloyd I. Miller Trust A-1; (vii) 25,686 shares of
common stock owned by Susan F. Miller Spousal Trust A-4; (viii)
25,685 of common stock owned by Miller Family Education and Medical
Trust (ix) 3,128 shares of common stock owned by MILFAM I L.P.; (x)
123,619 shares of common stock owned by MILFAM II L.P.; and (xi)
2,274 shares of common stock owned by MILFAM III LLC. MILFAM LLC
serves as manager, general partner, or investment advisor of the
foregoing entities formerly managed or advised by the late Lloyd I.
Miller, III, consequently, it may be deemed the beneficial owner of
the shares specified in clauses (i) through (xi) of the preceding
sentence. MILFAM LLC disclaims beneficial ownership of any shares
other than to the extent it may have a pecuniary interest
therein. |
|
(3) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
|
1 |
NAME OF REPORTING PERSON
Alimco Financial Corporation
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1, 612,932 (1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
472,854(2)
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1, 612,932 (1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(3)
|
|
|
14 |
TYPE OF REPORTING PERSON
CO
|
|
(1) |
Represents the aggregate number of shares
beneficially owned by the parties to the voting agreement described
in Item 6 herein, including 325,126 shares of common stock of the
Issuer issuable upon exercise of warrants. Alimco
Financial Corporation disclaims beneficial ownership of any shares
other than to the extent it may have a pecuniary interest
therein. |
|
(2) |
Represents 152,854 shares of common stock owned
by Alimco Re Ltd. and 320,000 shares of common stock issuable to
Alimco Re Ltd. upon exercise of a warrant held by it. Alimco
Financial Corporation is the sole shareholder of Alimco Re Ltd.,
consequently it may be deemed to be the beneficial owner of 100% of
the shares held by Alimco Re Ltd. Alimco Financial Corporation
disclaims beneficial ownership of any shares other than to the
extent it may have a pecuniary interest therein. |
|
(3) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
|
1 |
NAME OF REPORTING PERSON
Alimco Re Ltd.
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Islands of Bermuda
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1,612,932 (1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
472,854(2)
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932 (1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(3)
|
|
|
14 |
TYPE OF REPORTING PERSON
OO**
|
|
(1) |
Represents the aggregate number of shares
beneficially owned by the parties to the voting agreement described
in Item 6 herein, including 325,126 shares of common stock of the
Issuer issuable upon exercise of warrants. Alimco Re Ltd. disclaims
beneficial ownership of any shares other than to the extent it may
have a pecuniary interest therein. |
|
(2) |
Represents 152,854 shares of common stock owned
by it and 320,000 shares of common stock issuable to it upon
exercise of a warrant. |
|
(3) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
|
1 |
NAME OF REPORTING PERSON
Jonathan Marcus
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF-OO
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
3,312
|
|
|
8 |
SHARED VOTING POWER
1,612,932 (1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
3,312
|
|
|
10 |
SHARED DISPOSITIVE POWER
472,854(2)
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932 (1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(3)
|
|
|
14 |
TYPE OF REPORTING PERSON
IN
|
|
(1) |
Represents the aggregate number of shares
beneficially owned by the parties to the voting agreement described
in Item 6 herein, including 325,126 shares of common stock of the
Issuer issuable upon exercise of warrants. Mr. Marcus disclaims
beneficial ownership of any shares other than to the extent he may
have a pecuniary interest therein. |
|
(2) |
Represents the shares held by Alimco Re Ltd. Mr.
Marcus is the Chief Executive Officer of Alimco Financial
Corporation, the sole shareholder of Alimco Re Ltd., and the Chief
Executive Officer of Alimco Re Ltd., consequently, he may be deemed
the beneficial owner of 100% of the shares held by Alimco Re. Ltd.
Mr. Marcus disclaims beneficial ownership of any shares other than
to the extent he may have a pecuniary interest therein. |
|
(3) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
|
1 |
NAME OF REPORTING PERSON
AMIL Of Ohio, LLC
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1,612,932 (1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
1,750
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932(1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(2)
|
|
|
14 |
TYPE OF REPORTING PERSON
OO
|
|
(1) |
Represents the aggregate number of shares
beneficially owned by the parties to the voting agreement described
in Item 6 herein, including 325,126 shares of common stock of the
Issuer issuable upon exercise of warrants. AMIL Of Ohio, LLC
disclaims beneficial ownership of any shares other than to the
extent it may have a pecuniary interest therein. |
|
(2) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
|
1 |
NAME OF REPORTING PERSON
Catherine C. Miller Irrevocable Trust dtd 3/26/91
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1,612,932 (1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
300
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932(1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(2)
|
|
|
14 |
TYPE OF REPORTING PERSON
OO
|
|
(1) |
Represents the aggregate number of shares
beneficially owned by the parties to the voting agreement described
in Item 6 herein, including 325,126 shares of common stock of the
Issuer issuable upon exercise of warrants. Catherine C.
Miller Irrevocable Trust dtd 3/26/91 disclaims beneficial ownership
of any shares other than to the extent it may have a pecuniary
interest therein. |
|
(2) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
|
1 |
NAME OF REPORTING PERSON
Catherine C Miller Trust A-2
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1,612,932(1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
200
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932 (1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(2)
|
|
|
14 |
TYPE OF REPORTING PERSON
OO
|
|
(1) |
Represents the aggregate number of shares
beneficially owned by the parties to the voting agreement described
in Item 6 herein, including 325,126 shares of common stock of the
Issuer issuable upon exercise of warrants. Catherine C Miller Trust
A-2 disclaims beneficial ownership of any shares other than to the
extent it may have a pecuniary interest therein. |
|
(2) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
|
1 |
NAME OF REPORTING PERSON
Catherine C Miller Trust A-3
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1,612,932(1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
5,639
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932(1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(2)
|
|
|
14 |
TYPE OF REPORTING PERSON
OO
|
|
(1) |
Represents the aggregate number of shares
beneficially owned by the parties to the voting agreement described
in Item 6 herein, including 325,126 shares of common stock of the
Issuer issuable upon exercise of warrants. Catherine C Miller Trust
A-3 disclaims beneficial ownership of any shares other than to the
extent it may have a pecuniary interest therein. |
|
(2) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
|
1 |
NAME OF REPORTING PERSON
Catherine Miller Trust C
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1,612,932 (1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
22,448
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932 (1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(2)
|
|
|
14 |
TYPE OF REPORTING PERSON
OO
|
|
(1) |
Represents the aggregate number of shares
beneficially owned by the parties to the voting agreement described
in Item 6 herein, including 325,126 shares of common stock of the
Issuer issuable upon exercise of warrants. Catherine Miller Trust C
disclaims beneficial ownership of any shares other than to the
extent it may have a pecuniary interest therein. |
|
(2) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
|
1 |
NAME OF REPORTING PERSON
Kimberley S. Miller GST Trust dtd 12/17/1992
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1,612,932(1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
300
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932 (1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(2)
|
|
|
14 |
TYPE OF REPORTING PERSON
OO
|
|
(1) |
Represents the aggregate number of shares
beneficially owned by the parties to the voting agreement described
in Item 6 herein, including 325,126 shares of common stock of the
Issuer issuable upon exercise of warrants. Kimberley S. Miller GST
Trust dtd 12/17/1992 disclaims beneficial ownership of any shares
other than to the extent it may have a pecuniary interest
therein. |
|
(2) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
|
1 |
NAME OF REPORTING PERSON
LIMFAM LLC
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1,612,932(1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
26,105
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932(1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(2)
|
|
|
14 |
TYPE OF REPORTING PERSON
OO
|
|
(1) |
Represents the aggregate number of shares
beneficially owned by the parties to the voting agreement described
in Item 6 herein, including 325,126 shares of common stock of the
Issuer issuable upon exercise of warrants. LIMFAM LLC disclaims
beneficial ownership of any shares other than to the extent it may
have a pecuniary interest therein. |
|
(2) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
|
1 |
NAME OF REPORTING PERSON
Lloyd I. Miller Trust A-1
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1,612,932(1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
1,359
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932(1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(2)
|
|
|
14 |
TYPE OF REPORTING PERSON
OO
|
|
(1) |
Represents the aggregate number of shares
beneficially owned by the parties to the voting agreement described
in Item 6 herein, including 325,126 shares of common stock of the
Issuer issuable upon exercise of warrants. Lloyd I Miller Trust A-1
disclaims beneficial ownership of any shares other than to the
extent it may have a pecuniary interest therein. |
|
(2) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
|
1 |
NAME OF REPORTING PERSON
Susan F. Miller Spousal Trust A-4
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1,612,932(1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
25,686
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932(1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(2)
|
|
|
14 |
TYPE OF REPORTING PERSON
OO
|
|
(1) |
Represents
the aggregate number of shares beneficially owned by the parties to
the voting agreement described in Item 6 herein, including 325,126
shares of common stock of the Issuer issuable upon exercise of
warrants. Susan F. Miller Spousal Trust A-4disclaims beneficial
ownership of any shares other than to the extent it may have a
pecuniary interest therein. |
|
(2) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
|
1 |
NAME OF REPORTING PERSON
Miller Family Education and Medical Trust
|
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC
USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
|
|
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1,612,932(1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
25,685
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932(1)
|
|
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(2)
|
|
|
14 |
TYPE OF REPORTING PERSON
OO
|
|
(1) |
Represents
the aggregate number of shares beneficially owned by the parties to
the voting agreement described in Item 6 herein, including 325,126
shares of common stock of the Issuer issuable upon exercise of
warrants. Miller Family Education and Medical Trust disclaims
beneficial ownership of any shares other than to the extent it may
have a pecuniary interest therein. |
|
(2) |
The percentage reported in this
Schedule 13D/A is based upon 2,492,568 shares of common stock
outstanding according to the Issuer plus 325,126 shares of common
stock of the Issuer that are issuable upon exercise of
warrants. |
|
1 |
NAME OF REPORTING PERSON
Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1,612,932(1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
300
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932(1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(2)
|
|
|
14 |
TYPE OF REPORTING PERSON
OO
|
|
(1) |
Represents the aggregate number of shares
beneficially owned by the parties to the voting agreement described
in Item 6 herein, including 325,126 shares of common stock of the
Issuer issuable upon exercise of warrants. Lloyd I. Miller, III
Irrevocable Trust dtd 12/31/91 disclaims beneficial ownership of
any shares other than to the extent it may have a pecuniary
interest therein. |
|
(2) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
|
1 |
NAME OF REPORTING PERSON
Lloyd I. Miller, III Revocable Trust dtd 01/07/97
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1,612,932(1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
59,490
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932(1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(2)
|
|
|
14 |
TYPE OF REPORTING PERSON
OO
|
|
(1) |
Represents the aggregate number of shares
beneficially owned by the parties to the voting agreement described
in Item 6 herein, including 325,126 shares of common stock of the
Issuer issuable upon exercise of warrants. Lloyd I. Miller, III
Revocable Trust dtd 01/07/97 disclaims beneficial ownership of any
shares other than to the extent it may have a pecuniary interest
therein. |
|
(2) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
|
1 |
NAME OF REPORTING PERSON
MILFAM I L.P.
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1,612,932(1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
3,128
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932(1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(2)
|
|
|
14 |
TYPE OF REPORTING PERSON
PN
|
|
(1) |
Represents the aggregate number of shares
beneficially owned by the parties to the voting agreement described
in Item 6 herein, including 325,126 shares of common stock of the
Issuer issuable upon exercise of warrants. MILFAM I L.P. disclaims
beneficial ownership of any shares other than to the extent it may
have a pecuniary interest therein. |
|
(2) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
|
1 |
NAME OF REPORTING PERSON
MILFAM II L.P.
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1,612,932(1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
123,619
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932(1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(2)
|
|
|
14 |
TYPE OF REPORTING PERSON
PN
|
| (1) |
Represents the aggregate number of shares
beneficially owned by the parties to the voting agreement described
in Item 6 herein, including 325,126 shares of common stock of the
Issuer issuable upon exercise of warrants. MILFAM II L.P. disclaims
beneficial ownership of any shares other than to the extent it may
have a pecuniary interest therein. |
| (2) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
|
1 |
NAME OF REPORTING PERSON
MILFAM III LLC
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1,612,932(1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
2,274
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932(1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(2)
|
|
|
14 |
TYPE OF REPORTING PERSON
OO
|
| (1) |
Represents the aggregate number of shares
beneficially owned by the parties to the voting agreement described
in Item 6 herein, including 325,126 shares of common stock of the
Issuer issuable upon exercise of warrants. MILFAM III LLC disclaims
beneficial ownership of any shares other than to the extent it may
have a pecuniary interest therein. |
| (2) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
|
1 |
NAME OF REPORTING PERSON
Susan F. Miller
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
|
3 |
SEC USE ONLY |
|
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
|
|
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E) |
☐ |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
0
|
|
|
8 |
SHARED VOTING POWER
1,612,932(1)
|
|
|
9 |
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
SHARED DISPOSITIVE POWER
1,801
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,932(1)
|
|
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.2%(2)
|
|
|
14 |
TYPE OF REPORTING PERSON
IN
|
| (1) |
Represents the aggregate number of shares
beneficially owned by the parties to the voting agreement described
in Item 6 herein, including 325,126 shares of common stock of the
Issuer issuable upon exercise of warrants. Susan F. Miller
disclaims beneficial ownership of any shares other than to the
extent she may have a pecuniary interest therein. |
| (2) |
The
percentage reported in this Schedule 13D/A is based upon 2,492,568
shares of common stock outstanding according to the Issuer plus
325,126 shares of common stock of the Issuer that are issuable upon
exercise of warrants. |
SCHEDULE 13D/A
Introduction
This Amendment No. 1 to the Statement on Schedule 13D (this
“Schedule 13D/A”) is filed on behalf of (i) Neil S. Subin;
(ii) MILFAM LLC; (iii) Alimco Financial Corporation
(“Alimco”); (iv) Alimco Re Ltd., a wholly-owned subsidiary
of Alimco (“Alimco Re”); (v) Jonathan Marcus; (vi) AMIL Of
Ohio, LLC; (vii) Catherine C. Miller Irrevocable Trust dtd 3/26/91;
(viii) Catherine C Miller Trust A-2; (ix) Catherine C Miller Trust
A-3; (x) Catherine Miller Trust C; (xi) Kimberley S. Miller GST
Trust dtd 12/17/1992; (xii) LIMFAM LLC; (xiii) Lloyd I. Miller
Trust A-1; (xiv) Susan F. Miller Spousal Trust A-4; (xv) Miller
Family Education and Medical Trust (xvi) Lloyd I. Miller, III
Irrevocable Trust dtd 12/31/91; (xvii) Lloyd I. Miller, III
Revocable Trust dtd 01/07/97; (xviii) MILFAM I L.P.; (xix) MILFAM
II L.P.; (xx) MILFAM III LLC; and (xxi) Susan F. Miller (such
persons, trusts and entities named in the preceding items (i)
through (xxi), collectively, the “Reporting Persons”).
This Schedule 13D/A is being filed to report the beneficial
ownerships of the Reporting Persons following a transaction between
Alimco Re, Kaspien Holdings Inc. (the “Company” or the
“Issuer”), and certain other parties in which, inter
alia, (i) Alimco Re made a loan to a subsidiary of the Issuer,
(ii) Alimco Re received a warrant to purchase shares of common
stock of the Issuer (the “Common Stock”), and (iii) Alimco
Re and the Company entered into a registration rights
agreement.
As a result of the provisions of the voting agreement described in
Item 6 of this Schedule 13D/A, the Reporting Persons are members of
a group (the “Group”) that also includes the Robert J.
Higgins TWMC Trust; RJHDC, LLC; Mr. Thomas C. Simpson; Kick-Start
I, LLC; Kick-Start III, LLC; and Kick-Start IV, LLC (such members
of the group other than the Reporting Persons, the “Other Group
Members”). This Schedule 13D/A is not filed on behalf of, and
does not include cover pages for, the Other Group Members.
Some of the positions reported in this Schedule 13D/A were
originally reported on a Schedule 13G filed by Mr. Subin on
December 31, 2018 with respect to securities held by certain
entities owned by or trusts for the benefit of the family of the
late Mr. Lloyd I. Miller, III (the “Miller Family”) and
other entities (such entities and trusts, the “Miller
Entities”) and a Schedule 13G filed by Alimco on February 13,
2019. Certain of the Miller Entities hold approximately 85% of the
outstanding shares of common stock of Alimco. The Reporting Persons
disclaim beneficial ownership of any shares other than to the
extent he, she or it may have a pecuniary interest therein.
Item 1. Security and Issuer
This Schedule 13D/A relates to the Common Stock of the Issuer,
whose principal executive offices are located at 2818 N. Sullivan
Road, Suite #130, Spokane Valley, Washington 99216.
Item 2. Identity and Background
(a), (b), (c) and (f). This statement is filed by:
(i) Mr. Subin, whose principal business address is 2336 SE Ocean
Blvd, Suite 400, Stuart, Florida 34996. Mr. Subin’s principal
occupation is investing assets held, among others, by or on behalf
of or for the benefit of the Miller Entities and other entities.
Mr. Subin is a United States citizen.
(ii) MILFAM LLC, whose principal executive offices are located at
2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal
business of MILFAM LLC is managing and investing assets held, among
others, by or on behalf of or for the benefit of, and advising,
certain of the Miller Entities and other entities. MILFAM LLC is a
limited liability company formed under the laws of Delaware. Mr.
Subin is the manager of MILFAM LLC.
(iii) Alimco, whose principal executive offices are located at 2336
SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Alimco is a
diversified, national asset manager and alternative finance company
that invests capital into small businesses. Alimco is a corporation
formed under the laws of Delaware.
(iv) Alimco Re, whose principal executive offices are located at
2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal
business of Alimco Re is to hold investments. Alimco Re is a
corporation formed under the laws of the Islands of Bermuda.
(v) Jonathan Marcus, whose principal business address is 2336 SE
Ocean Blvd, Suite 400, Stuart, Florida 34996. Mr. Marcus’ principal
occupation is the management of Alimco and its subsidiaries. Mr.
Marcus is a United States citizen.
(vi) AMIL Of Ohio LLC, whose principal business address is 2336 SE
Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal
business of AMIL Of Ohio LLC is to hold investments. AMIL Of Ohio
LLC, is a limited liability company formed under the laws of
Delaware. MILFAM LLC is the manager of AMIL Of Ohio LLC.
(vii) Catherine C. Miller Irrevocable Trust dtd 3/26/91, whose
principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida
34996. Catherine C. Miller Irrevocable Trust dtd 3/26/91 is a trust
for the benefit of the Miller Family. To the extent such concept is
applicable, the trust is a United States citizen. Mr. Subin is the
trustee of Catherine C. Miller Irrevocable Trust dtd 3/26/91.
(viii) Catherine C Miller Trust A-2, whose principal address is
2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine C
Miller Trust A-2 is a trust for the benefit of the Miller Family.
To the extent such concept is applicable, the trust is a United
States citizen. MILFAM LLC is the Investment Advisor of Catherine C
Miller Trust A-2.
(ix) Catherine C Miller Trust A-3, whose principal address is 2336
SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine C Miller
Trust A-3 is a trust for the benefit of the Miller Family. To the
extent such concept is applicable, the trust is a United States
citizen. MILFAM LLC is the Investment Advisor of Catherine C Miller
Trust A-3.
(x) Catherine Miller Trust C, whose principal address is 2336 SE
Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine Miller
Trust C is a trust for the benefit of the Miller Family. To the
extent such concept is applicable, the trust is a United States
citizen. MILFAM LLC is the Investment Advisor of Catherine Miller
Trust C.
(xi) Kimberley S. Miller GST Trust dtd 12/17/1992, whose principal
address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996.
Kimberley S. Miller GST Trust dtd 12/17/1992 is a trust for the
benefit of the Miller Family. To the extent such concept is
applicable, the trust is a United States citizen. Mr. Subin is the
trustee of Kimberley S. Miller GST Trust dtd 12/17/1992.
(xii) LIMFAM LLC, whose principal address is 2336 SE Ocean Blvd,
Suite 400, Stuart, Florida 34996. The principal business of LIMFAM
LLC is to hold investments. LIMFAM LLC is a limited liability
company formed under the laws of Delaware. MILFAM LLC is the
manager of LIMFAM LLC.
(xiii) Lloyd I. Miller Trust A-1, whose principal address is 2336
SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Lloyd I. Miller
Trust A-1 is a trust for the benefit of the Miller Family. To the
extent such concept is applicable, the trust is a United States
citizen. MILFAM LLC is the Investment Advisor of Lloyd I. Miller
Trust A-1.
(xiv) Susan F. Miller Spousal Trust A-4, whose principal address is
2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Susan F.
Miller Spousal Trust A-4is a trust for the benefit of the Miller
Family. To the extent such concept is applicable, the trust is a
United States citizen. Mr. Subin is the trustee of Susan F. Miller
Spousal Trust A-4.
(xv) Miller Family Education and Medical Trust, whose principal
address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996.
Miller Family Education and Medical Trust is a trust for the
benefit of the Miller Family. To the extent such concept is
applicable, the trust is a United States citizen. Mr. Subin is the
trustee of Miller Family Education and Medical Trust.
(xvi) Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91, whose
principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida
34996. Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91 is a
trust for the benefit of the Miller Family. To the extent such
concept is applicable, the trust is a United States citizen. Mr.
Subin is the trustee of Lloyd I. Miller, III Irrevocable Trust dtd
12/31/91.
(xvii) Lloyd I. Miller, III Revocable Trust dtd 01/07/97, whose
principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida
34996. Lloyd I. Miller, III Revocable Trust dtd 01/07/97 is a trust
for the benefit of the Miller Family. To the extent such concept is
applicable, the trust is a United States citizen. Mr. Subin is the
trustee of Lloyd I. Miller, III Revocable Trust dtd
01/07/97.
(xviii) MILFAM I L.P, whose principal executive offices are located
at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The
principal business of MILFAM I L.P. is as an investment fund.
MILFAM I L.P. is a limited partnership formed under the laws of
Delaware. MILFAM LLC is the general partner of MILFAM I L.P.
(xix) MILFAM II L.P., whose principal executive offices are located
at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The
principal business of MILFAM II L.P. is as an investment fund.
MILFAM II L.P. is a limited partnership formed under the laws of
Delaware. MILFAM LLC is the general partner of MILFAM II L.P.
(xx) MILFAM III LLC, whose principal executive offices are located
at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The
principal business of MILFAM III LLC is as an investment fund.
MILFAM III LLC is a limited liability company formed under the laws
of Delaware. MILFAM LLC is the manager of MILFAM III LLC.
(xxi) Susan F. Miller, whose principal business address is 2336 SE
Ocean Blvd, Suite 400, Stuart, Florida 34996. Ms. Miller’s
principal occupation is homemaker. Ms. Miller is a United States
citizen.
Additional Information
The names, addresses and principal occupations of each of Alimco’s
and Alimco Re’s executive officers and board of directors and any
other persons ultimately in control of those entities are set forth
below.
Alimco
Neil S. Subin, Director, whose principal business address is 2336
SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Mr. Subin’s
principal occupation is investing assets held, among others, by or
on behalf of or for the benefit of the Miller Entities and other
entities. Mr. Subin is a United States citizen.
Jonathan Marcus, Chief Executive Officer and Director, whose
principal business address is 2336 SE Ocean Blvd, Suite 400,
Stuart, Florida 34996. Mr. Marcus’ principal occupation is the
management of Alimco and its subsidiaries. Mr. Marcus is a United
States citizen.
Alan Howe, Director, whose principal business address is 10755
Scripps Poway Parkway, San Diego, California 92131. Mr. Howe’s
principal occupation is as Managing Partner of Broadband
Initiatives LLC, a boutique corporate advisory and consulting firm.
Mr. Howe serves as a director and Vice Chairman of Determine. He
also serves on other boards of directors. Mr. Howe is a United
States citizen.
Skyler Wichers, whose principal business address is 2336 SE Ocean
Blvd, Suite 400, Stuart, Florida 34996. Mr. Wichers’ principal
occupation is investing assets held, among others, by or on behalf
of or for the benefit of the Miller Entities and other entities.
Mr. Wichers is a United States citizen.
Alimco Re
Jonathan Marcus, Chief Executive Officer and Director, whose
principal business address is 2336 SE Ocean Blvd, Suite 400,
Stuart, Florida 34996. Mr. Marcus’ principal occupation is the
management of Alimco and its subsidiaries. Mr. Marcus is a United
States citizen.
Robert Forness, Director, whose principal business address is 16
Burnaby Street, Hamilton Bermuda. Mr. Forness’ principal occupation
is as Chief Executive Officer of Multi-Strat Holdings Ltd, a
reinsurance firm headquartered in Bermuda. Mr. Forness is a United
States citizen.
Dennis Johnson, Director, whose principal business address is 2928
Armfield Ave., Burlington, North Carolina 27215. Mr. Johnson’s
principal occupation is as an advisor to the insurance industry.
Mr. Johnson is a United States citizen.
Terence Power, Director, whose principal business address is 141
Front Street, Hamilton Bermuda. Mr. Power’s principal occupation is
as President of Dyna Management Services Ltd., an advisory firm to
the insurance industry. Mr. Power is a citizen of Ireland.
(d)
No Reporting Person has during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors). To the knowledge of the Reporting Persons, no person
specified by Instruction C has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)
No Reporting Person, during the last five years, was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
To the knowledge of the Reporting Persons, no persons specified by
Instruction C, during the last five years, was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other
Consideration
On March 30, 2020, (i) the Issuer, (ii) Etailz Inc.
(“Etailz”), a wholly-owned subsidiary of the Issuer, (iii)
any Loan Party Obligor thereto from time to time, (iv) the Lenders
party thereto from time to time, including Alimco Re (collectively,
the “Lenders”), and (v) TWEC Loan Collateral Agent, LLC, as
collateral agent for the Lenders, entered into that certain
Subordinated Loan and Security Agreement (the “Subordinated Loan
Agreement”) pursuant to which the Lenders made a $5,224,800.00
secured term loan (the “Loan”) to Etailz with a scheduled
maturity date of May 22, 2023. Alimco Re committed $2,718,00.00 of
the total amount of the Loan (the “2020 Alimco Loan”).
In connection with the 2020 Alimco Loan, the Company issued to
Alimco Re a warrant (the “2020 Alimco Warrant”) to purchase
127,208 shares of Common Stock (subject to adjustment in accordance
with the terms of the 2020 Alimco Warrant) at an exercise price of
$0.01 per share. Pursuant to that certain Exercise Notice dated
February 11, 2021, Alimco Re, by cashless exercise, exercised its
right to receive 127,169 shares of Common Stock.
The foregoing description of the Subordinated Loan Agreement is
qualified in its entirety by reference to the full text of such
agreement, a copy of which was filed by the Issuer as Exhibit 10.2
to the Current Report on Form 8-K, filed by the Issuer with the
Securities and Exchange Commission (the “SEC”) on March 31,
2020, and is incorporated herein by reference as Exhibit 99.1.
The foregoing description of the 2020 Alimco Warrant is qualified
in its entirety by reference to the full text of such agreement, a
copy of which was filed by the Issuer as Exhibit 4.1 to the Current
Report on Form 8-K, filed by the Issuer with the SEC on March 31,
2020, and is incorporated herein by reference as Exhibit 99.2.
On March 2, 2022, (i) the Issuer, (ii) Kaspien Inc. (f/k/a Etailz
Inc.), a subsidiary of the Issuer, and (iii) TWEC Loan Collateral
Agent, LLC, as collateral agent for the Lenders, entered into that
certain Amendment No. 2 to Subordinated Loan and Security Agreement
(the “Amendment”) pursuant to which Alimco Re made a
$5,000,000.00 secured term loan to Kaspien Inc. (the “2022
Alimco Loan”).
In connection with the 2022 Alimco Loan, the Company issued to
Alimco Re a warrant (the “2022 Alimco Warrant” and, together
with the 2020 Alimco Warrant, the “Alimco Warrants”) to
purchase 320,000 shares of Common Stock (subject to adjustment in
accordance with the terms of the Alimco Warrants) at an exercise
price of $0.01 per share.
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of such agreement, a copy of
which was filed by the Issuer as Exhibit 10.2 to the Current Report
on Form 8-K, filed by the Issuer with the SEC on March 8, 2022, and
is incorporated herein by reference as Exhibit 99.5.
The foregoing description of the 2022 Alimco Warrant is qualified
entirety by reference to the full text of such agreement, a copy of
which was filed by the Issuer as Exhibit 4.1 to the Current Report
on Form 8-K, filed by the Issuer with the SEC on March 8, 2022, and
is incorporated herein by reference as Exhibit 99.7.
Item 4. Purpose of the Transaction
The Common Stock covered by this Schedule 13D/A, including the
Common Stock issuable to Alimco Re upon exercise of the Alimco
Warrants, was acquired for investment purposes in the ordinary
course of business.
In addition, the purpose of the acquisition of the Alimco Warrants
was to effect the
Subordinated Loan Agreement, which was consummated on March 30,
2020, and the Amendment to such Subordinated Loan Agreement, which
was consummated on March 2, 2022.
In connection with the Subordinated Loan Agreement, the Company,
the Reporting Persons (other than Mr. Subin, MILFAM LLC, Alimco,
and Mr. Marcus), and the Other Group Members entered into a Voting
Agreement (the “Voting Agreement”) setting forth their
agreements and understandings with respect to how shares of the
Company’s capital stock held by the parties thereto will be voted
with respect to (i) amending the Articles of Incorporation of the
Company to set the size of the Board of Directors of the Company
(the “Board”) at three directors, (ii) the designation,
election, removal, and replacement of members of the Board and
(iii) how shares of the Company’s capital stock held by the parties
to the Voting Agreement will be voted on a Sale of the Company (as
defined in the Voting Agreement) with respect to which there is a
shareholder vote or some other action to take place during the
ninety (90) days immediately following the date of the Voting
Agreement. Pursuant to the Voting Agreement, Messrs. Jonathan
Marcus and Thomas Simpson have been appointed as directors of the
Company. Mr. Subin was also granted board observer rights.
In connection with the Amendment and issuance of the 2022 Alimco
Warrant, the Company and Alimco Re entered into a Registration
Rights Agreement (the “Registration Rights Agreement”)
setting forth their agreements and understandings with respect to
granting Alimco Re registration rights for the 2022 Warrant Shares
(as defined below) and any other equity security of the Company
issued or issuable with respect to 2022 Warrant Shares by way of a
stock dividend or stock split or in connection with a
recapitalization, merger, consolidation, spin-off, reorganization
or similar transaction.
Except in connection with the matters described in this Item 4 and
elsewhere herein and matters contemplated hereby, the Reporting
Persons do not currently have any specific plans or proposals that
relate to or would result in any of the actions or events specified
in clauses (a) through (j) of Item 4 of Schedule 13D/A. The
Reporting Persons reserve the right to change plans and take any
and all actions that such Reporting Persons may deem appropriate to
maximize the value of their investments, including, among other
things, purchasing or otherwise acquiring additional securities of
the Issuer, selling or otherwise disposing of any securities of the
Issuer beneficially owned by them, in each case in the open market
or in privately negotiated transactions, or formulating other plans
or proposals regarding the Issuer or its securities to the extent
deemed advisable by the Reporting Persons in light of their general
investment policies, market conditions, subsequent developments
affecting the Issuer and the general business and future prospects
of the Issuer. The Reporting Persons may take any other action with
respect to the Issuer or any of the Issuer’s debt or equity
securities in any manner permitted by applicable law.
The Reporting Persons will update this Schedule 13D/A as necessary
and advisable to disclose any plans, proposals, or purposes with
respect to the Issuer.
Item 5. Interest in Securities of the Issuer
(a) and (b).
The percentage reported in this Schedule 13D/A is based upon a
total of 2,817,694 shares of Common Stock Outstanding (“Common
Stock Outstanding”) which includes 2,492,568 shares of Common
Stock outstanding according to the Issuer and 325,126 shares of
common stock of the Issuer that are issuable upon exercise of
warrants.
As members of the Group, each Reporting Person and each Other Group
Member, may be deemed to share voting power over the aggregate
number of shares, 1,612,932, held by all the members of the Group,
constituting 57.2% of the Common Stock Outstanding. The Reporting
Persons disclaim beneficial ownership of any shares other than to
the extent he, she or it may have a pecuniary interest therein.
The aggregate number and percentage of shares of Common Stock over
which each Reporting Person may have dispositive power are as
follows:
| |
i. |
Mr.
Subin is the President and Manager of MILFAM LLC, which serves as
manager, general partner, or investment advisor of a number of the
foregoing entities formerly managed or advised by the late Lloyd I.
Miller, III, and Mr. Subin also serves as trustee of a number of
the foregoing trusts for the benefit of the family of the late Mr.
Lloyd I, Miller, III, consequently, he may be deemed to share
dispositive power over 300,084 held by the entities and trusts
specified in paragraphs (vi) through (xxi) below, constituting
10.6% of the shares of Common Stock Outstanding. Mr. Subin
disclaims beneficial ownership of any shares other than to the
extent he may have a pecuniary interest therein. |
| |
ii. |
MILFAM
LLC, serves as manager, general partner, or investment advisor of a
number of the entities formerly managed or advised by the late
Lloyd I. Miller, III, consequently, it may be deemed to share
dispositive power over 237,893 held by the entities and trusts
specified in paragraphs (vi), (viii), (ix), (x), (xii), (xiii),
(xiv), (xv), (xviii) (xix) and (xx) below, constituting 8.4% of the
shares of the Common Stock Outstanding. MILFAM LLC disclaims
beneficial ownership of any shares other than to the extent it may
have a pecuniary interest therein. |
| |
iii. |
Alimco, as the sole shareholder of Alimco Re, may
be deemed to share dispositive power over a total of 472,854 shares
of Common Stock consisting of 152,854 shares of Common Stock owned
by Alimco Re and 320,000 shares of Common Stock issuable to Alimco
Re upon exercise of the 2022 Alimco Warrant, constituting
approximately 16.8% of the Common Stock Outstanding. Alimco
disclaims beneficial ownership of any shares other than to the
extent it may have a pecuniary interest therein. |
| |
iv. |
Alimco Re, through its ownership of 152,854
shares of Common Stock, and its right to receive 320,000 shares of
Common Stock upon exercise of the 2022 Alimco Warrant may be deemed
to share dispositive power over a total of 472,854 shares of Common
Stock, constituting approximately 16.8% of the Common Stock
Outstanding. Alimco Re disclaims beneficial ownership of any shares
other than to the extent it may have a pecuniary interest
therein. |
| |
v. |
Mr. Marcus has sole dispositive power over a
total of 3,312 shares of Common Stock and, as the Chief Executive
Officer of Alimco, may be deemed to share dispositive power over a
total of 152,854 shares of Common Stock, and its right to receive
320,000 shares of Common Stock upon exercise of the 2022 Alimco
Warrant may be deemed to share dispositive power over a total of
472,854 shares of Common Stock, constituting approximately 16.9% of
the Common Stock Outstanding. Mr. Marcus disclaims
beneficial ownership of any shares other than to the extent he may
have a pecuniary interest therein. |
| |
vi. |
AMIL Of Ohio, LLC, as the owner of 1,750 shares
of Common Stock, may be deemed to share dispositive power over
1,750 shares of Common Stock with MILFAM LLC and Mr. Subin,
constituting 0.0% (0.06% when rounded to the nearest hundredth) of
the Common Stock Outstanding. AMIL Of Ohio, LLC disclaims
beneficial ownership of any shares other than to the extent it may
have a pecuniary interest therein. |
| |
vii. |
Catherine C. Miller Irrevocable Trust dtd
3/26/91, as the owner of 300 shares of Common Stock, may be deemed
to share dispositive power over 300 shares of Common Stock with Mr.
Subin, constituting 0.0% (0.01% when rounded to the nearest
hundredth) of the Common Stock Outstanding. Catherine C. Miller
Irrevocable Trust dtd 3/26/91 disclaims beneficial ownership of any
shares other than to the extent it may have a pecuniary interest
therein. |
| |
viii. |
Catherine C Miller Trust A-2, as the owner of 200
shares of Common Stock, may be deemed to share dispositive power
over 200 shares of Common Stock with MILFAM LLC and Mr. Subin,
constituting 0.0% (0.01% when rounded to the nearest hundredth) of
the Common Stock Outstanding. Catherine C Miller Trust A-2
disclaims beneficial ownership of any shares other than to the
extent it may have a pecuniary interest therein. |
| |
ix. |
Catherine C Miller Trust A-3, as the owner of
5,639 shares of Common Stock, may be deemed to share dispositive
power over 5,639 shares of Common Stock with MILFAM LLC and Mr.
Subin, constituting 0.2% of the Common Stock Outstanding. Catherine
C Miller Trust A-3 disclaims beneficial ownership of any shares
other than to the extent it may have a pecuniary interest
therein.
|
| |
x. |
Catherine Miller Trust C, as the owner of 22,448
shares of Common Stock, may be deemed to share dispositive power
over 22,448 shares of Common Stock with MILFAM LLC and Mr. Subin,
constituting 0.8% of the Common Stock Outstanding. Catherine Miller
Trust C disclaims beneficial ownership of any shares other than to
the extent it may have a pecuniary interest therein. |
| |
xi. |
Kimberley S. Miller GST Trust dtd 12/17/1992, as
the owner of 300 shares of Common Stock, may be deemed to share
dispositive power over 300 shares of Common Stock with Mr. Subin,
constituting 0.0% (0.01% when rounded to the nearest hundredth) of
the Common Stock Outstanding. Kimberley S. Miller GST Trust dtd
12/17/1992 disclaims beneficial ownership of any shares other than
to the extent it may have a pecuniary interest therein. |
| |
xii. |
LIMFAM LLC, as the owner of 26,105 shares of
Common Stock, may be deemed to share dispositive power over 26,105
shares of Common Stock with MILFAM LLC and Mr. Subin, constituting
0.9% of the Common Stock Outstanding. LIMFAM LLC disclaims
beneficial ownership of any shares other than to the extent it may
have a pecuniary interest therein. |
| |
xiii. |
Lloyd I Miller Trust A-1, as the owner of 1,359
shares of Common Stock, may be deemed to share dispositive power
over 1,359 shares of Common Stock with MILFAM LLC and Mr. Subin,
constituting 0.0% (0.04% when rounded to the nearest hundredth) of
the Common Stock Outstanding. Lloyd I Miller Trust A-1 disclaims
beneficial ownership of any shares other than to the extent it may
have a pecuniary interest therein. |
| |
xiv. |
Susan
F. Miller Spousal Trust A-4, as the owner of 25,686 shares of
Common Stock, may be deemed to share dispositive power over 25,686
shares of Common Stock with MILFAM LLC and Mr. Subin, constituting
0.9% of the Common Stock Outstanding. Susan F. Miller Spousal Trust
A-4 disclaims beneficial ownership of any shares other than to the
extent it may have a pecuniary interest therein. |
| |
xv.
xvi.
|
Miller Family Education and Medical Trust, as the owner of 25,685
shares of Common Stock, may be deemed to share dispositive power
over 25,685 shares of Common Stock with MILFAM LLC and Mr. Subin,
constituting 0.9% of the Common Stock Outstanding. Miller Family
Education and Medical Trust disclaims beneficial ownership of any
shares other than to the extent it may have a pecuniary interest
therein.
Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91, as the owner
over 300 shares of Common Stock, may be deemed to share dispositive
power of 300 shares of Common Stock with Mr. Subin, constituting
0.0% (0.01% when rounded to the nearest hundredth) of the Common
Stock Outstanding. Lloyd I. Miller, III Irrevocable Trust dtd
12/31/91 disclaims beneficial ownership of any shares other than to
the extent it may have a pecuniary interest therein.
|
| |
xvii. |
Lloyd
I. Miller, III Revocable Trust dtd 01/07/97, as the owner over
59,490 shares of Common Stock, may be deemed to share dispositive
power of 59,490 shares of Common Stock with Mr. Subin, constituting
2.1% of the Common Stock Outstanding. Lloyd I. Miller, III
Revocable Trust dtd 01/07/97 disclaims beneficial ownership of any
shares other than to the extent it may have a pecuniary interest
therein. |
| |
xviii. |
MILFAM
I L.P., as the owner of 3,128 shares of Common Stock, may be deemed
to share dispositive power over 3,128 shares of Common Stock with
MILFAM LLC and Mr. Subin, constituting 0.1% of the Common Stock
Outstanding. MILFAM I L.P. disclaims beneficial ownership of any
shares other than to the extent it may have a pecuniary interest
therein. |
| |
xix. |
MILFAM
II L.P., as the owner of 123,619 shares of Common Stock, may be
deemed to share dispositive power over 123,619 shares of Common
Stock with MILFAM LLC and Mr. Subin, constituting 4.4% of the
Common Stock Outstanding. MILFAM II L.P. disclaims beneficial
ownership of any shares other than to the extent it may have a
pecuniary interest therein. |
| |
xx. |
MILFAM
III LLC, as the owner of 2,274 shares of Common Stock, may be
deemed to share dispositive power over 2,274 shares of Common Stock
with MILFAM LLC and Mr. Subin, constituting 0.0% (0.08% when
rounded to the nearest hundredth) of the Common Stock
Outstanding. MILFAM III LLC disclaims beneficial ownership of any
shares other than to the extent it may have a pecuniary interest
therein. |
| |
xxi. |
Susan
F. Miller, as the owner of 1,801 shares of Common Stock, may be
deemed to share dispositive power over 1,801 shares of Common Stock
with Mr. Subin, constituting 0.0% (0.06% when rounded to the
nearest hundredth) of the Common Stock Outstanding.
Susan F. Miller disclaims beneficial ownership of any shares other
than to the extent she may have a pecuniary interest
therein. |
(c) The description of the Subordinated Loan Agreement and the
Amendment under Item 3 of this Schedule 13D/A is incorporated
herein by reference in its entirety. The descriptions of the Alimco
Warrants and Voting Agreement under Item 6 of this Schedule 13D/A
are incorporated herein by reference in their entirety.
(d) Persons other than the Reporting Persons have the right to
receive and the power to direct the receipt of dividends from, or
the proceeds from the sale of, the reported securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
2020 Common Stock Purchase Warrant
In order to induce Alimco Re to enter into the Subordinated Loan
Agreement and in consideration of the substantial direct and
indirect benefit derived by the Company from the making of the
loans under the Subordinated Loan Agreement, the Company also
entered into the 2020 Alimco Warrant with Alimco Re, pursuant to
which Alimco Re has a right to purchase from the Company, up to
127,208 shares of Common Stock, (the “2020 Warrant Shares”)
at an exercise price of $0.01 per share. The 2020 Alimco Warrant is
exercisable during the period commencing on March 30, 2020 and
ending on the earlier of (a) 5:00 p.m. Eastern Standard Time on the
five (5)-year anniversary thereof, or if such day is not a business
day on the next succeeding business day, or (b) the occurrence of
certain consolidations, mergers or similar extraordinary events
involving the Company. The 2020 Alimco Warrant provides for certain
adjustments that may be made to the number of 2020 Warrant Shares
issuable upon exercise due to customary anti-dilution provisions
based on future corporate events. In addition, in connection with
certain consolidations, mergers or similar extraordinary events
involving the Company, immediately prior to any such event, the
2020 Alimco Warrant will be automatically converted into the right
to receive the number of shares of Common Stock for which the 2020
Alimco Warrant is exercisable at such time. Pursuant to that
certain Exercise Notice dated February 11, 2021, Alimco Re, by
cashless exercise, exercised its right to receive 127,169 shares of
the Common Stock.
The foregoing description of the 2020 Alimco Warrant is qualified
in its entirety by reference to the full text of such agreement, a
copy of which was filed by the Issuer as Exhibit 4.1 to the Current
Report on Form 8-K, filed by the Issuer with the SEC on March 31,
2020, and is incorporated herein by reference as Exhibit 99.2.
Voting Agreement
On March 30, 2020, the Company, the Reporting Persons (other than
Mr. Subin, MILFAM LLC, Alimco, and Mr. Marcus), and the Other Group
Members entered into the Voting Agreement setting forth their
agreements and understandings with respect to how shares of the
Company’s capital stock held by the parties thereto will be voted
with respect to (i) amending the Articles of Incorporation of the
Company to set the size of the Board of Directors of the Company at
three directors, (ii) the designation, election, removal, and
replacement of members of the Board and (iii) how shares of the
Company’s capital stock held by the parties to the Voting Agreement
will be voted on a Sale of the Company (as defined in the Voting
Agreement) with respect to which there is a shareholder vote or
some other action to take place during the ninety (90) days
immediately following the date of the Voting Agreement. Pursuant to
the Voting Agreement, Messrs. Jonathan Marcus and Thomas Simpson
have been appointed as directors of the Company. Mr. Subin was also
granted board observer rights.
The foregoing description of the Voting Agreement is qualified in
its entirety by reference to the full text of such agreement, a
copy of which was filed by the Issuer as Exhibit 4.2 to the Current
Report on Form 8-K, filed by the Issuer with the SEC on March 31,
2020, and is incorporated herein by reference as Exhibit 99.3.
Registration Rights Agreement
In connection with the Amendment and issuance of the 2022 Alimco
Warrant, the Company and Alimco Re entered into a Registration
Rights Agreement setting forth their agreements and understandings
with respect to granting Alimco Re registration rights for the 2022
Warrant Shares and any other equity security of the Company issued
or issuable with respect to 2022 Warrant Shares by way of a stock
dividend or stock split or in connection with a recapitalization,
merger, consolidation, spin-off, reorganization or similar
transaction.
The foregoing description of the Registration Rights Agreement is
qualified in its entirety by reference to the full text of such
agreement, a copy of which was filed by the Issuer as Exhibit 10.3
to the Current Report on Form 8-K, filed by the Issuer with the SEC
on March 8, 2022, and is incorporated herein by reference as
Exhibit 99.6.
2022 Common Stock Purchase Warrant
In order to induce Alimco Re to enter into the Amendment and in
consideration of the substantial direct and indirect benefit
derived by the Company from the making of the loans under the
Subordinated Loan Agreement, the Company also entered into the 2022
Alimco Warrant with Alimco Re, pursuant to which Alimco Re has a
right to purchase from the Company, up to 320,000 shares of Common
Stock, (the “2022 Warrant Shares”) at an exercise price of
$0.01 per share. The 2022 Alimco Warrant is exercisable during the
period commencing on March 2, 2022 and ending on the earlier of (a)
5:00 p.m. Eastern Standard Time on the five (5)-year anniversary
thereof, or if such day is not a business day on the next
succeeding business day, or (b) the occurrence of certain
consolidations, mergers or similar extraordinary events involving
the Company. The 2022 Alimco Warrant provides for certain
adjustments that may be made to the number of 2022 Warrant Shares
issuable upon exercise due to customary anti-dilution provisions
based on future corporate events. In addition, in connection with
certain consolidations, mergers or similar extraordinary events
involving the Company, immediately prior to any such event, the
2022 Alimco Warrant will be automatically converted into the right
to receive the number of shares of Common Stock for which the 2022
Alimco Warrant is exercisable at such time.
The foregoing description of the 2022 Alimco Warrant is qualified
in its entirety by reference to the full text of such agreement, a
copy of which was filed by the Issuer as Exhibit 4.1 to the Current
Report on Form 8-K, filed by the Issuer with the SEC on March 8,
2022, and is incorporated herein by reference as Exhibit 99.7.
Item 7. Materials to be Filed as Exhibits:
|
99.1 |
|
Subordinated Loan and Security
Agreement, dated as of March 30, 2020 (incorporated by reference to
Exhibit 10.2 of the Issuer’s Form 8-K (File No. 0-14818), filed
with the SEC on March 31, 2020). |
|
99.2 |
|
Common Stock Purchase Warrant, dated
as of March 30, 2020 (incorporated by reference to Exhibit 99.2 of
the Reporting Persons’ Schedule 13D, filed with the SEC on April 9,
2020). |
|
99.3 |
|
Voting Agreement, dated as of March
30, 2020 (incorporated by reference to Exhibit 4.2 of the Issuer’s
Form 8-K (File No. 0-14818), filed with the SEC on March 31,
2020). |
|
99.4 |
|
Joint Filing Agreement, dated April
7, 2020 (incorporated by reference to Exhibit 99.4 of the Reporting
Persons’ Schedule 13D, filed with the SEC on April 9,
2020). |
|
99.5 |
|
Amendment No. 2 to Subordinated Loan
and Security Agreement, dated as of March 2, 2022 (incorporated by
reference to Exhibit 10.2 of the Issuer’s Form 8-K (File No.
0-14818), filed with the SEC on March 8, 2022). |
|
99.6 |
|
Registration Rights Agreement, dated
as of March 2, 2022 (incorporated by reference to Exhibit 10.3 of
the Issuer’s Form 8-K (File No. 0-14818), filed with the SEC on
March 8, 2022). |
|
99.7 |
|
Common Stock Purchase Warrant, dated
as of March 2, 2022 (incorporated by reference to Exhibit 4.1 of
the Issuer’s Form 8-K (File No. 0-14818), filed with the SEC on
March 8, 2022). |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: March 9, 2022
| |
/s/ Neil S. Subin |
| |
Neil S. Subin |
| |
|
|
| |
MILFAM LLC
|
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
ALIMCO FINANCIAL
CORPORATION |
| |
|
|
| |
By: |
/s/ Jonathan Marcus |
| |
Name: |
Jonathan Marcus |
| |
Title: |
CEO |
| |
|
|
| |
ALIMCO RE LTD. |
| |
|
|
| |
By: |
/s/ Jonathan Marcus |
| |
Name: |
Jonathan Marcus |
| |
Title: |
CEO |
| |
|
|
| |
/s/ Jonathan Marcus |
| |
Jonathan Marcus |
| |
|
|
| |
AMIL of Ohio,
LLC
|
| |
|
| |
By: |
MILFAM LLC |
| |
Its: |
Manager |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
Catherine C. Miller
Irrevocable Trust dtd 3/26/91
|
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
Catherine C. Miller
Trust A-2
|
| |
|
| |
By: |
MILFAM LLC |
| |
Its: |
Investment Advisor |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: March 9, 2022
| |
Catherine C. Miller
Trust A-3 |
| |
|
| |
By: |
MILFAM LLC |
| |
Its: |
Investment Advisor |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
Catherine Miller Trust
C
|
| |
|
| |
By: |
MILFAM LLC |
| |
Its: |
Investment Advisor |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
Kimberley S. Miller GST
Trust dtd 12/17/1992
|
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
LIMFAM LLC
|
| |
|
| |
By: |
MILFAM LLC |
| |
Its: |
Manager |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
Lloyd I. Miller Trust
A-1
|
| |
|
| |
By: |
MILFAM LLC |
| |
Its: |
Investment Advisor |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
Susan f. miller spousal
trust
|
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee
|
| |
|
|
| |
MILLER FAMILY EDUCATION AND MEDICAL TRUST
|
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: March 9, 2022
| |
Lloyd
I. Miller, III Irrevocable Trust dtd 12/31/91 |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
Lloyd I. Miller, III
Revocable Trust dtd 01/07/97
|
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
MILFAM I L.P. |
| |
|
| |
By: |
MILFAM LLC |
| |
Its: |
General Partner |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
MILFAM II L.P.
|
| |
|
| |
By: |
MILFAM LLC |
| |
Its: |
General Partner |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
MILFAM III LLC
|
| |
|
| |
By: |
MILFAM LLC |
| |
Its: |
Manager |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
/s/ Susan F. Miller |
| |
Susan F. Miller |
34
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